Ultimate SpiderMan: The Movie
by Eddie Brock Jr
Summary: Peter Parker's life was never the same after that fateful spiderbite. Now, he must face off against two of his deadliest foes, the Lizard and Venom.
1. Orphan

Disclaimer: None of these characters were created/are owned by me. They are all property of MARVEL COMICS.

**Ultimate Spider-Man**

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**Chapter 1: Orphan**

Richard Parker stood next to his wife, Mary, at the airport. Behind them, Edward Brock Sr. and his wife were entrenched in conversation. Richard was standing there with his briefcase tucked his arm. The Brocks passed through the security terminal, and then Mary followed behind them. Richard, however, stood on the other side, staring intently at his ticket.

"Richard, honey," Mary called back to him, "Aren't you coming?" The Brocks stopped and turned around.

Richard didn't look up at his wife. Instead, he kept looking at his ticket before responding, "I…I can't, Mary. You of all people should know that."

Mary turned around and looked at Edward Brock Sr., who merely shrugged. "Richard, please, be rational about this. Whether you approve of it or not, Trask is going to re-create the suit. Now, if we just go to Chicago and sign the contract, at least we can own a little piece of all this."

"It's not right, Mary," Richard called back through the terminal. "I created the Venom Project to help people! It isn't a weapon!"

Ed placed his suitcase down and tried to rationalize with his partner. "Richard, no one likes the way this mess turned out…but if there's anyone who deserves to be working on this thing, it's you."

"Edward, please, I'll handle this," Mary replied to him. "Richard, get on this plane! Are you forgetting that I can sign this contract as well? So either you get on this plane with us, or you can stay here with your idealistic fantasies!" Her tone suddenly changed. She was no longer trying to reason with him.

Richard looked up at his wife. He sighed deeply to himself before passing through the terminal. Everyone picked up their suitcases and continued boarding the plane.

Edward stayed back and put a hand on Richard's shoulder. "Richard, let's face reality. We're broke and they have all of our data. There's nothing else we can do here."

Richard and Mary didn't say one word to each other during the entire flight. "Mary," Richard pleaded, "You have to understand. This is my life's work. I just hate to see it ruined all because we signed the wrong contract with the wrong people!"

Mary didn't respond. Instead, she turned away from him and crossed her arms. Even though Richard couldn't see it, one solitary tear was rolling down her cheek.

In the middle of the flight, Ed got up and went to the bathroom with his briefcase. Once inside, he locked the door and opened his briefcase. Inside was a single vial with a sample of the suit inside it. Ed took the cork off, and let the contents of the vial drip onto his palm.

Edward Brock Sr. thought he could control the suit. After all, he had worked on it all these years. Unfortunately, he failed to remember that the suit was based off Richard's DNA. As soon as the suit began to slide up his arm, Ed could tell that something was wrong.

The entire cabin could hear the sounds of thumping and screaming coming from the bathroom in the rear of the plane. Richard turned around and saw that Ed's seat was empty. Richard unbuckled his seat belt and began to rise from his seat.

A flight attendant walked over and told him to sit. "I'll handle this, sir. Please remain seated," she told him in an emotionless voice. The flight attendant then strolled down the aisle, making her way to the rear of the plane. She knocked lightly on the bathroom door, asking, "Sir, is everything alright in there?"

A sullen voice responded back, "Go away…I don't want to hurt anyone!"

"Sir, if you'll please, I can get something for you if it will help," she replied, trying to be courteous despite her confusion.

"No…no…nothing, just leave me!" the voice said, becoming more agitated.

Another flight attendant came to over to find out what was wrong. "What's happening here?"

"This man has locked himself in the bathroom, and he refuses to come out," the first attendant explained.

"Allow me," the second attendant said, moving the other woman out of the way. "Sir, can we help you in any way?"

She was greeted by silence until a blood-curdling noise rang out through the cabin.

"NNYYAAAAARRGH!!"

The lock clicked open, and Edward burst out wearing the Venom suit. Tendrils were flailing everywhere and two of them whipped the two flight attendants, causing them to go flying through the cabin.

The entire cabin turned in horror as they looked at the monster. But one person in particular was more frightened than anyone else: Richard Parker. "Edward! What have you done?!"

"Richard!" the monster called out in a deep, evil voice. "I didn't want to let them take it away! But now, I can't control it!" Edward wasn't lying. The suit's tendrils were whipping around, destroying the cabin. "I can't stop it, Richard! It needs your DNA! It needs you!" Then, a tendril lashed out and grabbed Richard. Richard was then sucked into the suit and the last noise most of the people heard was the sound of Richard's screams and the monster's roar.

The plane was severely damaged by the suit. Its tendrils had torn the back of the plane apart. The pilots tried to maneuver a last-second landing, but it failed. A couple of passengers survived long enough to see the ambulance. One of them was Mary Parker.

Mary and the others were taken to the hospital, but it was too late. By the time the ambulance reached the emergency ward, Mary was dead. She had died on their way to the hospital.

Richard and Mary had a six year-old son named Peter. He was staying with his Aunt May and his Uncle Ben while his parents were on their business trip to Chicago. Peter was coloring a picture of a dinosaur when the phone rang.

Ben picked it up. "Parker residence, Ben speaking," he answered. "What about them? Oh my…are they sure that…well, I just can't believe…ok then. Thank you, goodbye." Ben hung up the phone slowly.

May entered the room. "Who was on the phone?" she asked her husband. "Ben? What's wrong?"

Ben whispered in her ear, and May began to cry uncontrollably. Peter was too young to realize what was going on. He looked over at his aunt and uncle as they embraced each other. Peter had no idea that he was an orphan. Rather, he turned back and continued to color the dinosaur innocently.

Somewhere on the other side of Queens, Eddie Brock Jr. was receiving the news that his parents weren't coming home ever again. Eddie was four years older than Peter, but he was still old enough to understand that his life would never be the same.


	2. Field Trip

**CHAPTER 2: Field Trip**

Peter Parker never had it easy. He had been an orphan since he was six years old. Now, nine years later, he was fifteen, and life was more complicated than ever. Peter attended Midtown High School as a freshman, where he received stellar marks. He had inherited his father's intelligence, and his aunt and uncle always encouraged him to do his best in everything. Unfortunately, Peter's intelligence and unusual home life led him to be a social outcast. He never fully developed the social skills required to fit it. Therefore, everyone at Midtown High picked on him, except for two people.

The first was Harry Osborn. Harry was the son of the wealthy scientist Norman Osborn. Harry was also a jock and friends with Flash Thompson and Kenny "Kong" McFarlane. Flash was the most popular athlete in the school, and he treated Peter the worst. Kong was Flash's sidekick, his lackey. Kong usually joined in when it came to bullying Peter Parker. Harry, however, was nice to Peter. Mostly it was because Peter was so smart and he could help Harry with his homework. But in many ways, Peter and Harry saw things in each other that no one else could see.

The other person who was nice to Peter was Mary Jane Watson. She was also pretty smart; however she was also a social butterfly. She was close with Liz Allen, who hangs around with Flash. Unbeknownst to Peter, Mary Jane had a little crush on him. She would never show it though, and her other friends would never approve.

Peter spent most of his time reading. He mostly read scientific magazines, and every now and then he would read a thesis published by an acclaimed scientist. In fact, that's exactly what Peter was doing in Geometry class on Tuesday morning. He was reading _Popular Science_ because there was an article on Reed Richards.

The teacher saw Peter reading and paused for a second, before stating, "But perhaps Mr. Parker can enlighten me since clearly he doesn't think that it's important to listen."

Peter looked up at the sound of his name. Flash and Kong were in the back of the class, snickering. "What?" Peter asked absent-mindedly.

"The sine of a 90 degree angle, Mr. Parker," the teacher stated smugly.

"It's one, Mr. Drew," Peter answered matter-of-factly. Harry shook his head at Peter, and MJ tried to fake a smile.

Mr. Drew leered at his student. "You got lucky this time, Mr. Parker," he said before returning to the front of the classroom. "For future reference," Mr. Drew started, "Read on your own time, Mr. Parker. That's what study hall is for." Then he turned and began to write on the blackboard again.

MJ cleared her throat, and Peter looked over at her. She had written on her notebook, "That was close!"

Peter wrote back, "I could TEACH this class."

That managed to make MJ giggle, and she waited until the teacher wasn't looking to reply, "Mall food court, after school today?"

Peter blushed. If only MJ knew how much he cared for her. He wrote back, "Can't; Helping my Uncle around the house!"

"Mr. Parker," Mr. Drew called out. Then he made his way to Peter's desk and snatched his notebook away from him. "You could teach this class, could you?" Mr. Drew asked hypothetically while reading Peter's notes. "Well," Mr. Drew said, "Your uncle will have to manage without you because you'll be staying after school with me today. And Miss Watson, I can expect you there as well?"

MJ nodded as her face started to turn red. One of the jocks called out, "Nice one, Parker!" The comment was met with laughter from the back of the room.

MJ wrote to Peter, "Looks like we'll be hanging out after school after all!"

Peter responded, "Sorry!"

MJ then just pointed at the board, signaling that they should pay attention before they get into any more trouble.

After detention was over, MJ and Peter were walking home. Flash and his gang saw them, and Flash urged them to follow him.

"So that was a fun way to spend an afternoon," MJ said. She then brushed her hair behind her ears.

"Yeah, and now I have to explain to my Aunt and Uncle why I wasn't home," Peter said. Just then, a football hit him in the back of the head. Peter went tumbling forward, and his glasses went sliding across the pavement.

A chorus of laughter can be heard as Flash and his gang point at clumsy, awkward Peter Parker. Peter crawls over to his glasses and places them back on the bridge of his nose.

"Oh man, Puny Parker," Flash says, in between fits of laughter. "Thanks for the laugh! Man, I needed it!"

"Buzz off, Flash!" MJ responds angrily. Flash's gang sarcastically acts threatened before breaking out in even more laughter.

Flash and his gang walk past Peter, and one of them unzips his backpack. Then another pulls on it, causing Peter's books to spill all over the sidewalk. Flash and his guys walk away, holding their sides and laughing their heads off.

MJ crouches down to help Peter get his books. "Don't mind them, Pete. You're going to be their boss or something in the real world anyway."

Peter didn't respond. He just shook his head in disgust. "I'll clean this up," he says. "You just go home. It's getting late anyway."

When Peter walked into his house, Uncle Ben was sitting in the living room. "Peter, where have you been? You were supposed to help me an hour ago," Ben said.

Peter tossed his backpack in the corner, and then slouched down on the couch. "I got detention from Mr. Drew today," he explained.

"Peter, what happened?" Uncle Ben asked.

"I wasn't paying attention in his class. I was reading that article I was telling you about," Peter explained. He purposely neglected to mention MJ. It was bad enough that he had to explain why he got in trouble. The last thing he needed was his uncle prying into his social life.

Ben leaned forward in the chair. "Pete, you know better than that. Now look, you're becoming a man now, and you have to learn to act like it. Someday soon, you're going to have the power to do anything you want. Your aunt and I hope that we have taught you to act responsibly with that power. That way, we can trust you when you move away to go to college," Ben said.

"I know, Uncle Ben. I'll try not to let you down. Now, did you sign my permission slip?" Peter asked.

"What permission slip?" Ben asked back.

"You know," Peter started, "The permission slip for the field trip to OsCorp tomorrow."

Ben paused for a moment before replying, "Oh yeah, that one! Your aunt signed it. It's on the counter in the kitchen!"

Peter got up and headed for the kitchen. "Thanks, Uncle Ben!"

The next day, the students of Midtown arrived at OsCorp Industries at 8 in the morning. Behind the scenes, Norman Osborn was talking with his scientists.

"What do you mean, you lost it?" Norman inquired angrily.

The scientist began to stutter slightly. "The…um…uh…OZ spider is gone, sir. We came in this morning, and no one could find it."

Norman got right up to his scientist's face before saying, "Do you have any idea what you've done? The OZ formula is our ticket at finally creating another super-soldier! We had everything invested into that little arachnid! Now, you're going to tell me that you just lost me millions of dollars in research and development?"

"I…I'm sure that we can find it," the scientist tried to explain.

"You better!" Norman threatened. "Or may God help you." Then Norman left the room and got in the elevator.

Meanwhile, the students were getting a grand tour of the facilities. Peter seemed to be the only one interested. He and Harry were in the front of the group.

"Come on, Harry," Peter started, "Aren't you at least a little excited?"

"Peter, my father works here. I'm in this place all the time," Harry explained.

"I know!" Peter exclaimed. "I bet that's great!"

Harry rolled his eyes before casually responding, "Yeah, whatever. If you say so, Peter."

At the same time, Flash and Kong talked to each other. Flash looked over and saw a giant spider crawling on some of the equipment. He nudged Kong. "Dude, look at that thing!"

Kong looked over before replying, "Man, I hate spiders!"

Flash then saw Peter Parker talking to Harry. "Hey," Flash said, "Why don't we make this field trip more interesting?"

"What did you have in mind?" Kong asked.

"Why don't you take that spider, and put it on Puny Parker's neck!" Flash suggested.

"No way, man," Kong replied.

"Come on! It'll be great! Parker will freak out like a little girl!" Flash pleaded.

"Damn, alright. Whatever, I'll do it," Kong agreed. Then he went over and grabbed the spider by one of its legs. The spider began to squirm and wiggle. "Can't believe I'm doing this!" Kong said to himself. Once he was close enough, he tossed the spider at Peter's neck. It landed on Peter's collar, and crawled down his arm. Eventually, the spider reached Peter's hand. It was still agitated by the way Kong handled it, and so the spider bit into Peter's hand. Peter shouted and shook his hand furiously. The spider eventually let go and was flung into some equipment. Peter's hand began to throb, and the bite area started to turn red.

"Dude," Flash said to Kong while hitting him in the arm, "What did you do?"

Kong looked dumbfounded. "Me?!"

The chaperones helped Peter back to the bus. Beads of sweat were breaking out all over his forehead. MJ was on his right, and Harry was on his left. Peter sat in the first seat, and MJ sat next to him. Harry stood in the seat behind them. Peter started to feel queasy, and eventually, he puked. After a few minutes of throwing up, Peter passed out.

Peter woke up in the hospital. Around his bed were Aunt May, Uncle Ben, MJ, Harry, and some nurses. "Where?" Peter asked.

"You're in the hospital," Aunt May explained.

MJ spoke up next. "Yeah, everyone was worried that you were having an allergic reaction to the bite."

"Pete," Harry interjected, "My father has offered to pay all your medical bills. He apologizes that all this had to happen in his workplace."

"No offense, Harry," Uncle Ben responded, "But I don't think we can accept your father's money. No one could have stopped this. It's those trouble-making kids who should have to pay."

"No use crying over spilled milk, Ben," Aunt May spoke. She held her nephew's hand. "What everyone is trying to say is that we're glad you're alright."

"Alright?" a new voice interrupted. It was Peter's doctor. He had entered the room. "Let me tell you, Mr. and Mrs. Parker, your nephew is better than alright. It's nothing short of miraculous! In all my years practicing medicine, I have never seen a turnaround that fast before!"

"Will I be able to go home soon, doctor?" Peter asked.

"Oh yes," his doctor said, "Whenever you're ready."

Peter turned to his aunt and uncle. "It's been a long day. Let's go home."


	3. Changes

**CHAPTER 3: Changes**

Peter woke up early the next morning. When he opened his eyes, he realized that his vision was perfect. He looked at his end table, and his glasses were lying there. He got up and looked in the mirror. He liked not having those cumbersome glasses on his face. _I could get used to this, _Pete thought to himself.

Peter stumbled into the bathroom. Once he removed his t-shirt, he was greeted by his second surprise of the morning. Peter's once lanky, awkward body had transformed. He could see the outlines of his abdominal and pectoral muscles. His biceps were at least twice as big! _Yeah, I could DEFINITELY get used to this, _Peter thought to himself again.

Once he had gotten showered and dressed, Peter grabbed his backpack and rushed out the door. _I'm so late! _Peter thought to himself. He just ran down the street, not paying attention to where he was going. All of a sudden, his head began to have a buzzing feeling. _What the hell? _Peter wondered to himself. Eventually, the buzzing became too strong and Peter flinched out of the way. His timing was impeccable, as a minivan was backing out of the driveway. If Peter hadn't flinched, the minivan would've hit him. _That was lucky, _Peter thought.

The school day was largely uneventful until study hall in the library. Peter was engulfed in a book about the potential of gamma radiation. He was so into it that he didn't even notice Flash and his lackeys coming up behind him. Flash sat down next Peter, and his guys stood behind Peter, creating a circle around him. Flash snatched the book away from Peter and casually tossed it across the room.

"Go away, Flash," Peter murmured, almost inaudibly. "Just…just leave me alone."

Flash and his gang leaned in closer. "What's that now, Parker?" Flash asked him.

"I…I said, 'go away,'" Peter responded in an even quieter voice. Peter tried to get up, but one of Flash's friends placed a firm hand on his shoulder.

"You know, Peter, you almost got us into a lot of trouble with the crap you pulled on the field trip," Flash said menacingly.

Peter glared at him. "The crap I pulled?! What about you?!"

"Well, well," Flash started, "Looks like Puny Parker does have a temper. You listen here, Parker. If you hadn't been such a girl about that spider, me and Kong wouldn't be serving a week's worth of detention."

"Maybe you should've thought of that before you acted like an ass," Peter replied, becoming more indignant by the moment.

Flash grabbed him by his shirt collar. "What'd you call me?"

"An ass," Peter replied shakily. "You know, the thing you sit on all day."

Flash took a swing at Peter. The buzzing began again, and Peter managed to move out of the fist's path. Peter then grabbed Flash's other arm and flipped Flash over the table. Flash got back up and shoved the table out of the way. He then ran at Peter, throwing punches left and right. Each time, the buzzing would go off in Peter's head, and Peter would dodge every attack. Eventually, Flash tried to land a huge right hook. The buzzing occurred again, and Peter leaped vertically into the air. Peter almost hit his head on the ceiling of the library. Flash, meanwhile, put too much energy into his punch and was unable to stop his momentum. Flash went stumbling forward before colliding with the large bookcase. The large reference books on the top shelves began to wobble and fell on top of Flash. Once Peter landed, Flash's lackeys looked at each other and then ran away.

Peter went over to the pile of books to see if Flash was okay. "Flash, you alright in there?" Peter began to push books out of the way.

Soon, Peter was able to see Flash under the books. When Flash saw Peter, he stood up quickly before stammering, "Get away from me, Parker! You're some kind of freak!" Flash then sprinted out of the library, leaving Peter there to clean up the pile of books.

Doctor Curt Conners was a popular professor at Empire State University. However, his students don't realize how many demons the good Doctor was hiding. Curt was divorced, and custody was given to his ex-wife. He had lost him arm in the Vietnam War. Curt was also an alcoholic. Yet despite these things, his students love him. There was an energy about him that lights up the classroom and the laboratory. One of Curt's favorite students was Edward Brock Jr., the son of Edward Brock Sr. who was a former colleague of Curt.

Curt was plugging data in a supercomputer when Eddie Brock entered the lab. Curt knew it was him because only Eddie Brock would come to the lab this early in the morning. "You know," Doctor Conners started, "The suit won't be any different than it was yesterday."

Eddie chuckled from across the room. "I know, Dr. Conners, but I have to try, you know?"

"Look," Dr. Conners explained, "There's not much we can do right now. It looks like your father only has half of the notes on the suit. Maybe the other half was with Richard Parker, maybe it was given to Trask. Hell, it could even have been on the plane with them when…" he trailed off, realizing that he was going too far.

Eddie opened the locker labeled 'BROCK.' He walked over to Dr. Conners with the beaker in hand. "I know, I know. But they were so close, you know! I mean, they were already working on Phase 2, strength-enhancement!"

"It is upsetting," Dr. Conners agreed. "But you can't finish a puzzle with only half of the pieces. Now, come over here. I'd like to show you my latest idea."

Eddie saw a large machine in the far corner of the room. It looked like a futuristic phone booth with wires and tubes coming from it. There was a large wire that was linked to a glass container. Inside the container was a small lizard.

"It's a basilisk lizard," Dr. Conners explained. "What do you think?"

Eddie continued to study the machine before him. "It's very nice…what is it?"

"This is my fame and fortune. As you know, there are few things more regrettable in my life than losing my arm. If I can get this machine to work, I can replace my arm and help anybody else who has lost a limb!"

"That's great, Dr. Conners," Eddie replied, "But what about mechanical replacements? You know, bionic limbs and stuff."

"Oh come on, Eddie. You and I both know that mechanical parts are no replacement for the real thing!" Dr. Conners responded enthusiastically. "Now, allow me to explain. A subject enters that pod. The machine then takes a sample of DNA from the patient and the lizard. It runs them both through a speedy analysis before preparing a solution. Now, what this solution will do is temporarily give the patient the lizard's uncanny ability to re-grow limbs. The solution is then transformed into a gaseous form, and it is ventilated into the pod. The patient inhales the gas, and, hopefully, re-grows their missing limb!"

"That sounds awesome, Dr. Conners," Eddie replied, "But how do you know it'll work?"

Dr. Conners looked at him and smiled, "Simple, Eddie. I'm testing it at the end of the month."


	4. Power

**CHAPTER 4: Power**

_What the hell is happening?! _Peter thought to himself. _Did I just beat up Flash Thompson?! And what is with the buzzing?! Did I really jump that high?! What is going on today?! _School had just let out, and Peter was the first one to leave the building, which was unusual for him. Peter ducked into the first alley that he came across. He stayed there and waited until the other students had passed him.

"This day is too weird," Peter said to himself. He leaned against the brick wall, resting his palms on it. "What is going on? Am I a mutant?!" _Peter, calm down. We'll work this out, _he thought to himself. _Besides, even if you are a mutant, then you get to be an X-Man or whatever! Oh, who am I kidding, that would still suck! _Peter tried to walk away, but his hands were stuck. "What the hell?" Peter asked himself. His palms and fingertips were stuck to the wall, almost like they were glued. "Come off!" Peter commanded his hands. He pulled and his hands separated from the bricks. _I need to get home!_

Peter walked into his house and his aunt and uncle were upstairs. Peter walked over to the kitchen table. There was an older issue of _Popular Science _on it. Norman Osborn was picture on the cover with the caption, "OZ – The Miracle Serum." Peter sat down on the couch and began to read the interview.

"What is OZ?" the reporter asked.

Norman responded, "OZ is a serum that we here at OsCorp are working to perfect. If perfected, it could be the next super-soldier serum."

"So, in theory, OZ could create the next Captain America?" the reporter inquired.

"If all goes according to plan," Norman replied, "Yes, that's what we hope to achieve. Currently, OZ is in its starting phases. In fact, we recently injected OZ into a spider. The natural abilities of the arachnid were augmented beyond our wildest fantasies!"

_They put OZ into a spider? _Peter wondered. Then, the pieces started to click together. _But I was bitten by a spider at OsCorp! And if OZ is just the new super-soldier formula…then…then, _Peter thought. "I'm the next Captain America!"

"Sure you are, dear," Aunt May said as she entered the room. She smiled at her nephew.

"Oh," Peter said, slightly taken aback, "I didn't see you there, Aunt May." Peter then buried himself in the magazine, absorbing all the info he possibly could about OZ.

The next day in school, Peter was full to the brim with confidence. Flash and his goons weren't bothering him, and the entire school heard about the incident. Harry was the first to congratulate Peter, and MJ caught up with him in lunch.

"If it isn't the school's new tough guy!" MJ said sarcastically.

Peter looked up from the book he was reading. It was a book about the super-soldier experiments and all the attempts to re-create it. "Oh, hey. Guess you heard, huh?"

MJ sat down next to him. "It's so amazing! I mean, Flash is such a jerk-off! He totally got what he deserved!"

"What goes around, comes around," Peter said valiantly. "I guess Flash should've realized that his actions would bite him in the ass someday."

"God, Pete, look at you! Hero to the geeks and the bullied!" MJ responded proudly. Just then, a student walked by their table while handing out flyers. He gave one to MJ and she began to read it. "Check this out!"

Peter looked at it. It was an advertisement for some wrestling league. It said in bold letters, "$300 dollars to the man who is brave enough to defeat CRUSHER HOGAN!"

"Sounds like it's right up your alley, Mr. Big-Shot-Fighter!" MJ suggested sarcastically.

_I could use the money, _Peter thought. _And with my abilities, who could ever hope to defeat me? I bet the whole school would think I was a freak though…_Peter looked at the flyer, it said that the big event was open to the public. It was going to occur tomorrow, at 8 PM, in the warehouses down by the bay.

Peter went home that night and started to get a costume together. _A lot of people wouldn't approve if they knew who I really was, _he reasoned to himself. _So it's better if no one sees my face. _Peter stenciled a big spider on an old blue sweatshirt of his. He ripped off the sleeves and wore a red long-sleeve shirt underneath. For a mask, he used a black ski-mask, and he wore swimming goggles under it. _Not bad! If only I knew how to sew!_

Friday night came quicker than Peter ever expected. MJ called to see if Peter was going, but Peter lied about being sick. When Aunt May and Uncle Ben asked what Peter was doing, Peter said that he was going to the library. Peter threw on his costume outside and made his way down to the warehouses.

Minutes later, he walked up to Warehouse 15, the location of the wrestling league. Pete could hear the chanting and screaming from the outside. Peter found the entrance on the side, and he made his way to the sign-in table. After being met by chuckles there, he walked down the entrance ramp. "Next," one of the workers said to Peter. "Good luck, kid. Try not to hurt yourself."

Peter walked down to the ring, where Crusher was sitting in the corner. He was drinking water and wiping sweat off his forehead. The announcer motioned for Peter to enter the ring. "Well, well, masked man, do you have what it takes to defeat Crusher Hogan?" the announcer asked. He then placed the microphone up to Peter's mouth.

"Uh…sure," Peter stammered. Crusher looked over at him and scoffed. The announcer then walked Peter over to his corner.

"We shall see if this mysterious fighter is strong enough! Begin the fight!" the announcer exclaimed. He then made his way out of the ring, leaving Peter and Crusher by themselves.

Crusher stood up unenthusiastically. He walked towards the center of the ring and cracked his knuckles. "Come on, kid. Try to make this fight last longer than the others," Crusher taunted. But Peter was frozen in his corner. "Alright then, I'll come to you!"

Crusher lunged at Peter but Peter did a front flip over him. The crowd went crazy at this spectacular feat. "You know, I changed my mind. I'm really not much of a fighter," Peter explained.

"Then you better be a quick runner!" Crusher threatened as he lunged at Peter again. Peter dodged to the right and Crusher ran into the corner. Peter looked at the crowd cheering him on. Peter felt himself getting caught up in the excitement, so he went over to Crusher and grabbed the back of his head. Peter then smacked Crusher's head against the corner. The crowd went crazy, and underneath the ski mask, Peter smiled. Peter then grabbed Crusher and lifted him over his head. Peter held him there for a minute, basking in the cheers of the crowd. Then Peter threw Crusher at the ropes, and Crusher hit the floor with a THUD! The crowd went absolutely nuts as the announcer declared Peter the winner.

The announcer pulled Peter off the side and whispered in his ear, "Kid, meet me in the office in 5 minutes." Five minutes later, Peter found the office and let himself in. The announcer was in there, waiting for him. "If it isn't the new champ! Sit down!" Peter sat in the chair by the desk. "Kid, my name is Mr. Ditko, and that was amazing! Simply sensational!"

"Um…thanks," Peter said politely.

"Look, kid," Mr. Ditko said as he sat down. "Here's the long and short of it: I want you to become one of my full-time fighters. You'll get paid for every fight you participate in! But I'll be straight with you…the fights are fixed. You know, give the people what they want."

Peter thought for a moment, "How much does it pay?"

"Seven-hundred a night," Mr. Ditko told him.

"Alright, but on one condition," Peter started. "My identity is kept strictly secret. No one can know who's under the mask."

Mr. Ditko rubbed his chin before reaching his hand out in agreement. "You got a deal, kid! Now, we need a name for you…some kind of gimmick…let's see, you've got the spider on your shirt…"

"Yeah, I'm trying to shoot for the spider theme," Peter elaborated.

"How about…the Scarlet Spider?" Mr. Ditko asked him.

Peter shook his head. "Scarlet? What am I, a woman?"

"Yeah…you're right…what else? Tarantula? No…Steel Spider? Let's not…Man-Spider? Hey…wait a minute! Flip it! SPIDER-MAN!" Ditko said to himself.

"Spider-Man?" Peter asked skeptically.

"Yes, Spider-Man. It's simple, and it describes you perfectly. Now, do you want the seven-hundred a night or not?" Ditko asked him. "Now, get outta here and go rest up for tomorrow night."

When Peter got home, he went into the basement. He was looking through the boxes of his father's stuff. _I could've sworn I saw something in here before, _Peter thought to himself. "Aha!" he exclaimed.

He pulled out a file labeled, "ORGANIC ADHESIVE." _I've read through this before, _Peter thought, _it's a small experiment of my father's. He wanted to create an organic adhesive that was stronger than any other substance on Earth. However, he was unable to sell it because he could never perfect the formula. The adhesive always dissolved in an hour._

_Well, if I'm going to be 'Spider-Man' – which is a really lame name, by the way – I'm going to need webs! And since the spider bite didn't give me webs of my own, _Peter thought, _I'll use my father's old adhesive formula to create them!_

After hours of fiddling with the formula and some chemicals, Peter managed to create his first batch of 'webbing.' _Man, that was a pain to create…this stuff better work! _Peter thought. _Now, I need some kind of device that will compress the webs so that they can 'fire' like real webs._

Peter began to work on this new device. He designed it to fit comfortably on the wrist, since it was the only logical place to put it. The general concept was that one could attach small canisters full of webbing to the wrist-band. The canisters would be air-tight and have a valve to control the releasing of the webs. A switch could be hidden in the palm so that the simple pressure of a finger could release the valve and cause the webs to fire. Once a canister was emptied, the canisters would revolve around the wrist-band so that a new canister would be in place. Unfortunately creating such a device was much harder than designing it. Peter stayed up all night building it.

Finally, at 3 in the morning, the device was ready for testing. Peter loaded the web-canisters and placed them on the wrist-band. Peter then curled his middle and ring fingers back and pressed the button on his palm. The webs fired from the top of his wrist and stuck to the wall. "Nice," Peter said to himself. Peter then decided to test the strength of the webbing. Peter pointed his hand straight up and fired a web at the ceiling. Once the web stuck to the ceiling, Peter lifted himself off the ground. The webs held his weight without breaking. "Thank you, dad!"

The next couple weeks went well. Spider-Man became a smash hit at the wrestling league. In fact, Mr. Ditko even got Pete a brand new suit. It was red and blue, and it had big, white lenses for the eyes. Granted, it needed a little work, but it was still a nice suit. The one thing Peter was uncomfortable with was sneaking out at night. His aunt and uncle were becoming weary of their nephew's actions, and tension built in the household.

Eventually, it came to a head one fateful night. Peter had his costume on underneath his clothes. He needed to be at the warehouse in 15 minutes, but his aunt and uncle wanted to talk.

"Peter," Ben started, "Where are you going? And don't tell me the library, because no human being, not even you, could possibly spend this much time at the library."

Aunt May interjected next, "Peter, please tell me that you aren't doing drugs or are part of a gang or something!"

"May, don't alienate the kid. Let him explain himself," Ben corrected her.

Peter responded, "I…I'm just doing kid stuff, I swear. Please, don't worry about me! It's just a phase, I'll get through it."

"Peter, it always starts as a 'phase.' Now, do you remember the talk we had?" Ben asked him. "Remember, Pete? With great power comes great responsibility. Don't ever forget that."

"I got it, Uncle Ben," Peter said, becoming more irritated by the moment. "Now, can I go? I'm gonna be late."

Aunt May spoke up. "I really don't think it's a good idea that he leaves the house tonight."

"May, let the kid go. We raised him properly, he can handle himself," Ben corrected her again. "After all, we don't want him thinking that we don't trust him. We just want him to know that we care."

"Thank you, Uncle Ben. I'll be back by midnight," Peter explained. Then he walked out the door and headed for the warehouse.

That night, Peter was getting ready when Mr. Ditko visited him in the locker room. "Kid, you got a minute to talk?" Mr. Ditko asked. Peter motioned for him to sit down. "Listen, we've got a new fighter tonight. His name is Deathlok. We need you to throw the fight."

"What?" Peter asked indignantly.

"Look, kid, don't play innocent with me. I was honest with you from day one. I told you that this is how things are run around here. Now, listen, this is a new guy so he needs publicity. What better publicity could he get than beating the undefeated Spider-Man?" Ditko tried to reason.

Peter stood up. "Have him beat Crusher then! I don't lose!"

"Crusher's old news, kid. He's yesterday's news! You're the hit thing right now!" Ditko explained.

"So you want me to throw this fight, just like Crusher threw all of those fights before? And then I'll become the washed-up fighter? No deal…I'm nobody's punching bag!" Peter argued. He then slammed his locker shut and started walking out the door. "Don't get up. I'll let myself out!"

"Kid! Get back here! That costume is our property! I'll have you arrested for theft!" Ditko yelled at him as he walked out the door. Then Ditko remembered, the kid never revealed his identity. There was no way to get back at him! Ditko returned to his office and slumped down into his chair.

Just then, a thug walked into the office. He placed a gun to Ditko's head and asked, "Where's all your money?"

"It…it's in that safe!" Ditko said, pointing at the safe in the corner of the room.

The thug pulled the gun back and asked, "What's the combination?"

"It's…it's…" Ditko stammered. He pressed a secret button under his desk that triggered a silent alarm.

The thug got more impatient. "WHAT'S THE COMBINATION?!" he shouted. Then he pointed the gun at Ditko again.

Outside, Peter heard people yelling. _Maybe I should go see if everything is alright, _he thought to himself. _Nah, not after that guy asked me to lose…I could beat every guy in his league!_

The thug came running towards Peter. He had a bag of money under his arm and a gun in the other hand. Mr. Ditko was chasing after him, yelling for help. Rather than stop him, Peter side-stepped out of the way and let the thug get past him.

"What the hell are you thinking?! I've seen what you do in the ring! You could've flattened that guy!" Mr. Ditko yelled at Peter.

"I'm sorry," Peter said flatly, "I thought you wanted me to throw my fights."

Mr. Ditko looked at him angrily and opened his mouth, but he was unable to respond. Instead, he continued to run down the hallway.

Peter smiled at himself, proud that he had gotten back at that guy. _Serves him right! What goes around, comes around!_


	5. Responsibility

**CHAPTER 5: Responsibility**

Peter took the long way home. He had a lot of thinking to do. His aunt and uncle didn't trust him, Mr. Ditko wanted him to throw a fight, and now Peter had nothing to do with these powers. It seemed that Peter had inherited the 'Parker luck.'

As he approached his house, he heard the distinctive sounds of police sirens. Once he was within eye-sight, he saw several police cruisers parked in front of his lawn. An ambulance pulled up and a couple men got out with a stretcher. Peter ran inside with 1000 possibilities running through his head. _Did Aunt May or Uncle Ben have a heart attack? What if one of them fell down the stairs? Why would the police be here?_

Peter entered the living room and saw Aunt May crying profusely with a police officer standing next to her. "Aunt May…Aunt May!"

She looked up at her nephew but was unable to muster any words. Instead, she buried her face in a tissue and continued to sob loudly.

A police officer came over and put a hand on Peter's shoulder. "Listen, son, your uncle has been shot." The words ricocheted through Peter's head. "A man broke into your house, looking for a place to hide. He didn't realize that your uncle and aunt were here. When your uncle confronted him in the kitchen, the man panicked and fired several shots."

Peter fell to his knees, overwhelmed by this news. He watched as the men from the ambulance carried the stretcher out the front door. Peter could see the shape of a body underneath the cloth. Peter began to weep bitterly.

A second police officer came over to the first one. "Look, we have the shooter. He's heading eastbound in a blue sedan. Let's get in the cruiser and go. There's nothing else we can do here."

Peter's grief was instantly replaced by rage and vengefulness. When he saw that Aunt May wasn't looking, Peter rushed out the door. He quickly removed his sweats and pulled his mask over his head. He went running after the police cars.

Peter leapt onto the rooftops and kept an eye on the speeding police cruisers. However, he quickly reached the end of the roof and he had nowhere to go. Peter looked around and saw a flagpole across the street. Peter looked down at his wrist while contemplating his plan. Eventually, his lust for revenge overpowered his common sense and he fired a long, thin web at the flagpole. Peter grabbed the end of the line and jumped off the roof. He used the web much like Tarzan used the vines in the jungle. Peter became like a human pendulum, and once he had reached the height of his swing, he fired another web. Peter began to perform that motion repeatedly and he was quickly gaining speed. Even though his mind never strayed from his objective, he couldn't help feeling that this was so much fun.

Peter watched as the police cars screeched to a halt in front of an abandoned apartment complex. There were 'CONDEMNED' stickers plastered all over the old structure. Peter could see the blue sedan pull to a stop, and he saw the man run out. As soon as he saw his uncle's killer, Peter was filled with so much rage that he never felt before. He landed on top of the apartment building and started to crawl down the side. _The police will never get to him in here, but Spider-Man will! _Peter swore.

Peter climbed through the side of the building and heard the man running down the hallway. Peter chased after him silently. Eventually, the man entered a room and locked the door. This was no match for Peter. He merely kicked the door off its hinges and cornered the murderer.

"Stay back, freak!" the man threatened. He pointed his gun at Peter. Peter fired a web and covered the barrel of the gun. The man tried to fire, but the webs were too strong and they caused the gun to misfire. The man yelped in pain and Peter could see smoke coming off the man's hand.

Peter slowly walked towards his uncle's killer. "Did you ever realize that your actions would affect anyone other than yourself? Did you ever think, for one second, that when you pulled that trigger, you were killing someone's uncle or husband!?"

"What the hell are you talking about?" the man screamed in confusion. "Is this about the old guy that I wasted back at that house?!"

"That 'old guy' was my uncle, you murderer!" Peter yelled as he put his hands around the killer's throat. Peter finally got a good look at his face. He seemed so familiar…that's when it hit Peter…_this was the guy that robbed Mr. Ditko! This was the guy that I refused to stop! If I hadn't been so selfish, my uncle would still be alive! _

The man coughed as Peter's grip tightened around his throat. "What, are you gonna kill me now?"

"No," Peter answered blankly, "No, I'm not like you. I'm not a murderer." Peter lightly tossed the man aside. Peter unloaded several web-cartridges on him, leaving him motionless underneath the webs. "This…this is my fault," Peter murmured to himself.

Peter didn't return home right away. He couldn't face Aunt May after everything that had happened. He knew that no one would understand why he felt responsible, but it didn't change the fact that he did. Peter's act of selfishness would haunt him for the rest of his life.

When Peter did make his way home, he locked himself in the basement. His guilt transformed into devotion. He knew then that he was being called towards a higher purpose. Peter began to improve upon his wrestling costume. He added raised webbing on all of the red cloth, and he fixed a small black spider on the chest. The most noticeable change was the large red spider that he placed on the back. Peter also improved upon his web-shooters. He made the canisters larger, and shrunk the overall size of the device. Peter then occupied himself by working on a special type of tracking device. He built the small devices in the shape of a spider. They were hardly larger than a thumb-tack. Peter then programmed them to work on a frequency that would trigger his 'spider-sense.' By the end of the night, Peter had compiled a small arsenal of crime-fighting technology. Never again would Peter fail to act. For here on out, he was dedicated to using his gifts wisely and responsibly.


	6. The Neighborhood Hero

**CHAPTER 6: The Neighborhood Hero**

Peter's first opportunity to stop crime came the next afternoon. Peter was out practicing his web-swinging when he could hear cries for help. Peter could see that the glass display window to a jewelry store was shattered. Peter swung into action as the amazing Spider-Man.

Spider-Man landed gracefully in the empty window frame. He saw three men with guns loading tons of jewels into burlap sacks. "Um, hello?" Spider-Man called out, attracting their attention. "Burlap sacks? Come on, guys, that is so clichéd!" The three men were speechless. "What, is this the first time you've been approached by a man in tights?" Spider-Man asked sarcastically.

The tallest thug turned to the guy next to him. They both shrugged and then the tallest man fired at Spider-Man. Spider-Man managed to leap heroically out of the bullet's path. Then he fired a web and yanked the criminal's gun from him.

"Now, now," Spider-Man taunted, "If we can't learn to play nice with our toys, Daddy is going to take them away!" Peter had to admit to himself that this was pretty fun.

Finally, one of the men spoke. "What are you?"

"Why, that hurts," Spider-Man responded. Then he placed his hand over his heart jokingly. "Did everyone hear that? He asked 'what' am I, not 'who.' Well now you're just hurting my feelings." Spider-Man fired two web-lines at the man's ankles and pulled. The thug was flipped into the air like something out of a Three Stooges sketch.

The other two thieves turned to each other. Finally, the one commanded the other, "Forgot about grabbing more stuff! Take what you have and go!"

"Well, I sure know how to clear a room," Spider-Man said to himself. He then fired a web over one thug's face. The other one grabbed the sacks and started to run down the street. Spider-Man began to pursue him, but then turned back and told the by-standers, "If anyone asks who I am, tell them that I'm Spider-Man. That's 's' as in Steven…"

"He's getting away!" one pedestrian yelled while pointing at the fleeing crook.

Spider-Man glanced over at him. "Oh yeah, him," Spider-Man casually replied. Then he fired a web-line at the man's back. Once it connected, Spider-Man tugged on it lightly and the crook was pulled backwards. He hit the ground hard and didn't get back up. "Now, where was I? Oh yeah, 's' as in Steven, 'p' as in Peter…you know, I think you guys get the idea," Spider-Man said to the pedestrians. Then he fired a web-line, but before swinging away, he turned back once again. "Oh yeah, one more thing. It's 'Spider' HYPHEN 'Man.' Very important little detail. Ok, so remember Spider HYPHEN Man, capital 's', capital 'm.' You people have a nice day now!" And with that, the valiant hero swung away, leaving the awe-struck people down below.

Later that night, Peter was watching the news as there was coverage on Spider-Man. They were interviewing eye-witness on what they had seen.

One woman was standing next to her husband as she explained, "And then he kept going on about his name…and I thought he was a nice guy. Not to mention that he looked great in those little tights…"

"Hey!" her husband interjected.

"Oh, you know what I mean," she replied. Then she continued to tell her story.

Peter couldn't help but smile as he listened to the accounts of what had transpired that afternoon. It felt really good to make an impact in the community. Too bad no one would ever know that it was none other than Peter 'Puny' Parker under those tights and that mask. Peter had resolved that if he was going to do this, he was going to do it anonymously. _Imagine how Aunt May would react if she knew that I was face-to-face with three armed men today! _Peter reasoned with himself. _Not to mention that there will be people who will try to hurt Spider-Man, and I can't risk putting my family and friends in the crosshairs._

Peter went into school the next day expecting to hear people talking about Spider-Man. However, at lunch, Peter heard no mention of the subject. _Come on, _Peter thought, _Don't you people watch the news? _Peter then laughed to himself. _Oh…that's a good one, Peter. High school students watching the news…that'd be the day! Besides, you stopped one jewelry heist. It's going to be a little while until you've attained pop culture status. _

Harry came over and sat down next to Peter. "Hello? Earth to Peter," Harry said.

"What?" Peter responded as his thoughts were interrupted. "Oh, hey, Harry. Didn't see you coming."

"Yeah, no kidding," Harry replied, "Anyway, I need your help. Unit Circle Trig is kicking my ass."

Peter opened his Geometry book and turned to his friend. "Where are you getting stuck?"

"Why don't you just review the whole chapter?" Harry suggested. "So tell me about this fight with Flash. His goons can't stop riding him about it."

"It was nothing," Peter shrugged, "He went to punch me, I dodged it, he made a fool of himself." Peter then buried himself in the textbook.

Harry replied, "Not how I heard it. From what those guys said, you practically hit the ceiling with some massive jump or something."

"Eh," Peter responded, "They're probably just exaggerating. Probably just surprised that 'Puny Parker' outwitted Flash Thompson."

Harry shrugged in response. "Yeah, so let's start with sine and cosine…"

Peter didn't take the bus home. Instead, he went to practice his web-swinging again. He was also hoping to run across some crime or something for Spider-Man to foil.

Sure enough, there was a gathering of people around an armored car. Peter threw on his mask, removed his civilian clothes, and placed them in a web-sack. He stuck the web-sack in an alley and then swung into action.

There was a funny-looking man holding up the crowd. He had sunglasses on, and he was wearing these ridiculous looking gloves on. "Stay back!" he commanded.

"Oh come on," Spider-Man sarcastically whined, "I'm supposed to be the freak here!" He then landed in front of the man. Many of the people in the crowd were pointing at him and whispering. "What? Don't you people watch the news?" Spider-Man asked them.

"Back off!" the man barked. Then he pointed his gloves at Spider-Man. Peter's spider-sense warned him, but he was unable to move out of the way. A strange blast of concussive force collided with Spider-Man. It seemed to be emanating from the strange gloves. It was a strange sensation, Peter felt his internal organs reverberating and his body was pushed backwards by the blast.

Once the assault was finished, Spider-Man picked himself up and snidely remarked, "What the heck was that?" Spider-Man coated the man's gloves with webs before adding, "Seriously…who comes up with this stuff? Who has the time to sit around and think of vibrating weapons?"

The man tried to fire his blasts again, but the webs absorbed the energy. This caused his gauntlets to backfire. The man screamed in pain as the blasts ricocheted through his body. "No!" he exclaimed, "No one stops the Shocker!"

"The Shocker?" Spider-Man asked rhetorically. "There is no way that you dress up like that, use those gloves, and call yourself 'The Shocker.' No could possibly have that little respect for themselves! I mean, honestly, at least my theme makes sense. What, were you bitten by a radioactive vibrator?"

The Shocker didn't respond or even look at Spider-Man. Instead, he kneeled on the ground, looking at his smoking hands. He only looked up when he heard sirens. He tried to run away, but he was webbed to the ground.

Spider-Man put his hand on his hip before replying, "Did you honestly think I would forget that part?" Spider-Man then gave him a phony salute before swinging away.

Peter dropped by the Daily Bugle later. He had heard that they were looking to hire interns. But more importantly, Peter had heard that the editor wasn't too fond of Spider-Man. Perhaps Peter could change his mind.

"A criminal, that's what he is!" the editor shouted as Peter entered his office. The nice looking lady – _she said her name was Betty, right? _– had directed him there. "I will not condone vigilantism in my paper!"

The other man spoke up, "Jonah, Spider-Man is news! He's stopped two crimes, and nobody has ever seen anyone like him! He's fast, he's strong, he's…he's…"

"He's a smart ass! I've seen the news footage. The guy never stops running his mouth!" Jonah interrupted.

"Maybe," Peter said, calling attention to himself, "Maybe he uses jokes as a way to hide his insecurities and fears. Maybe he's just so afraid that he uses comedy as a nervous twitch."

The editor walked over to Peter and stared menacingly at him. "Robbie, what is this? Who are you?"

"P-Peter Parker, sir," Peter replied nervously, "And you are?"

"Me?" Jonah responded, slightly offended, "I'm J. Jonah Jameson. I am the editor-in-chief of this newspaper. My name is on the door you waltzed through. And I am wondering why you are standing in my office, undermining my authority!"

Peter was taken aback by his brashness. "I-I'm sorry, sir. I didn't mean to undermine your authority, I was just trying to suggest…"

"You want to talk about suggestions?" Jonah replied. "Here's one for you: Get to the point!"

"I'm here about the intern position, sir," Peter responded calmly.

The other man walked over to Peter. "What did you say your name was, again?"

"Peter Parker, sir," Peter answered politely.

"Well, Peter," the man started, "Don't mind Jonah here. He's just in a crabby mood. I'm Joseph Robertson. You can call me 'Robbie,' everyone else does. How old are you, anyway?"

Peter was starting to prefer this guy. "I'll be sixteen in October."

"Sixteen? You expect to work on my paper and you're sixteen?" Jonah interjected.

"What Jonah is trying to say is, maybe you're a little young for this job," Robbie elaborated.

Peter politely replied, "I understand your worry, but I promise that I'm reliable. I'm big on responsibility. Besides, I had heard that you needed someone to work on your website."

"Where'd you hear that?" Jonah interrogated.

"I, uh – the woman out there, Betty, was telling me about it," Peter told him.

Robbie walked over to Jonah. "It's true. Betty has been complaining recently. As you probably know, she's not the 'computer-type.'"

"And this kid is?" Jonah sneered.

"Well, I believe that my four first-place science fair trophies speak volumes, sir," Peter explained.

Jonah walked over to him and said, "Was that supposed to be funny?"

"Of course not, sir," Peter responded.

"Whatever," Jonah replied, throwing his hands in the air, "You're hired then. But he's your responsibility, Robbie. I can't deal with kids."

"No kidding?" Robbie joked. Jonah merely pointed at the door, and Ben escorted Peter out. "That was brave of you, kid. Most people would've lost it in the first few minutes. Jonah can be….abrasive, at times."

"I'm not one to be shaken up easily, sir," Peter explained. He smiled all the way home.


End file.
